NDA in Poland: Template, Key Clauses and Local Law (2026)

What an NDA in Poland is, and the law behind it A non-disclosure agreement (umowa o zachowaniu poufnosci or NDA) in Poland is a contract under the Civil Code (Kodeks cywilny) in which one or both parties agree to keep shared information secret and to use it only for an agreed purpose. There is no single NDA statute. The general contract rules of the Civil Code apply, and the parties are free to shape the terms within those rules. Confidential business information also has a background layer of protection. The Act on Combating Unfair Competition (ustawa o zwalczaniu nieuczciwej konkurencji, the uznk) protects a company's trade secret, defined broadly as technical, technological or organisational information of value that is not generally known or easily accessible and that the holder has taken reasonable steps to keep secret. That protection can apply even without an NDA, but a well-drafted NDA makes the duty explicit, defines what is secret, and adds contractual remedies such as a penalty. This article is general guidance, not legal advice. Have a Polish lawyer review an NDA before you rely on it. ## What Polish law expects from an enforceable NDA in 2026 - Writing and clear parties. There is no strict writing requirement for a simple NDA, but a written, signed document is standard and advisable for proof. Identify the parties precisely.

• Define the confidential information. Tie the definition to information marked as confidential or clearly confidential from the circumstances. Vague, catch-all definitions are harder to enforce and may overlap awkwardly with what already counts as a trade secret under the uznk.
• Set duration and purpose. State how long the duty lasts and the permitted purpose of disclosure, with the usual exceptions for public, already-known, independently developed or legally required disclosures.
• Penalty clause (kara umowna). Polish law allows a contractual penalty for breach, which gives the disclosing party a fixed sum without proving exact loss. However, under the Civil Code a court can reduce a penalty that is grossly excessive or where the obligation has been largely performed, so keep the figure proportionate.
• Remedies beyond the contract. On top of the NDA, the uznk gives remedies for misuse of a trade secret, including damages and injunctions, and serious breaches can carry criminal liability. The NDA and the statute work together.
• Language and governing law. Polish is expected for enforcement in Poland, so a bilingual version is common with a foreign party. Enforceability of a foreign governing law and forum should be checked with Polish counsel. ## Polish NDA template Copy the block below and fill the bracketed fields. This is a mutual NDA; delete the mutual wording if only one side discloses. ``` NON-DISCLOSURE AGREEMENT (UMOWA O ZACHOWANIU POUFNOSCI) Made on [DATE] in [place] BETWEEN: [PARTY A NAME], [registered office, NIP / KRS] ("Party A") AND [PARTY B NAME], [registered office, NIP / KRS] ("Party B") 1. PURPOSE The parties wish to exchange information for [describe the purpose] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including [list main categories], and includes trade secrets within the meaning of the Act on Combating Unfair Competition. 3. OBLIGATIONS The receiving party keeps the information secret, uses it only for the Purpose, limits access to those who need it and are bound to equivalent duties, and protects it with reasonable care. 4. EXCEPTIONS The duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or authority (with notice where allowed). 5. DURATION The confidentiality duty lasts for [N] years from each disclosure. Trade secrets remain protected for as long as they qualify under the Act. 6. PENALTY (KARA UMOWNA) For each breach the party in breach pays a penalty of [amount] PLN. The disclosing party may also claim damages exceeding the penalty and seek an injunction. [Keep the figure proportionate.] 7. RETURN OR DESTRUCTION On request or at the end of the Purpose, the receiving party returns or destroys the information and copies. 8. GOVERNING LAW AND JURISDICTION Polish law governs. The courts of [city] have jurisdiction. Signed: Party A ____________ Party B ____________ Name / date Name / date

- **Penalty (clause 6).** The contractual penalty (kara umowna) is the practical heart of a Polish NDA, because it fixes a sum without proving exact loss. Keep it proportionate, and preserve the right to claim damages above the penalty and to seek an injunction, because a court can reduce a grossly excessive penalty.
- **Duration (clause 5).** A defined contractual term, combined with a note that trade secrets stay protected under the Act for as long as they remain secret, gives both certainty and a longer statutory shield.
- **Exceptions (clause 4).** Keep the standard carve-outs so the duty stays fair and does not cover information the receiver already had or that becomes public. ## Red flags to avoid - A vague, catch-all definition that is hard to enforce and blurs the line with statutory trade secrets.
- A penalty figure so high that a court is likely to reduce it, or a penalty with no right to claim additional damages.
- An open-ended confidentiality term with no defined duration.
- No carve-out for disclosures required by law or authority.
- An English-only document where Polish is needed for enforcement.
- Assuming the NDA replaces the statute; the uznk remedies apply alongside, not instead of, the contract. ## Where a contract workspace helps A template gives you a workable Polish NDA. The real work is keeping the definition tight, setting a penalty that will hold up, matching duration to the type of information, and tracking every NDA you have signed so you know what is protected and until when. Drafting an NDA, checking it against Polish rules on penalties and trade secrets, editing a clause in plain language and tracking expiry dates across a portfolio can sit in one AI contract workspace tuned to how your company handles secrets. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the agreement as linked clauses so it can flag an open-ended term or a penalty that looks excessive, lets you edit by instruction, and keeps dates on one timeline. Adira is India-first today, and deeper Poland-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Polish lawyer for the local-law call. The template above is enough to start a fair NDA on its own. Last verified October 2026.